FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
THINK PARTNERSHIP INC [ THK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/31/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/24/2008 | A | 400,000 | A | (1) | 1,259,367(2) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options | $1.69 | 10/31/2007 | A | 175,000 | (3) | 10/31/2012 | Common Stock, $.001 par value | 175,000 | $0.00 | 175,000 | D | ||||
Options | $1.69 | 04/24/2008 | D | 175,000 | (3) | 10/31/2012 | Common Stock, $.001 par value | 175,000 | (4) | 0 | D | ||||
Options | $2.19 | 04/24/2008 | D | 400,000 | (5) | 08/03/2016 | Common Stock, $.001 par value | 400,000 | (4) | 0 | D | ||||
Warrants | $2.42 | 04/24/2008 | D | 50,000 | 08/19/2006 | 08/19/2010 | Common Stock, $.001 par value | 50,000 | (4) | 0 | D | ||||
Warrants | $2.05 | 04/24/2008 | D | 50,000 | 08/19/2007 | 08/19/2011 | Common Stock, $.001 par value | 50,000 | (4) | 0 | D | ||||
Warrants | $2.1 | 04/24/2008 | D | 50,000 | 08/19/2005 | 08/19/2009 | Common Stock, $.001 par value | 50,000 | (4) | 0 | D |
Explanation of Responses: |
1. These 400,000 shares were granted to the Reporting Person under the Issuer's 2005 Long Term Incentive Plan in consideration for providing consulting services to the Issuer for six months. The shares were granted simultaneously with the effectiveness of the Agreements with the Issuer (described above) and the cancellation of various options and warrants (described below). |
2. Includes 71,429 shares of common stock owned by the Scott and Kristi Mitchell Family Limited Partnership, of which the Reporting Person has voting and dispositive power. |
3. The options vest in three roughly equal annual installments beginning on October 31, 2008. |
4. Each of these warrants and options was cancelled by mutual agreement of the Reporting Person and the Issuer pursuant to the separation agreement described above. |
5. The options vest in three roughly equal annual installments beginning on August 3, 2007. |
Remarks: |
The Reporting Person entered into a separation agreement and a consulting agreement with the Issuer, each effective April 24, 2008 (the "Agreements"). The Reporting Person ceased being an officer of the Issuer on April 18, 2008 and ceased being a director on April 24, 2008. The Reporting Person expressly disclaims beneficial ownership of the securities described herein except to the extent of his pecuniary interest therein. |
/s/ Scott P. Mitchell | 05/05/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |